Exhibit 10.6


 


FIRST SUPPLEMENT TO


STOCK PURCHASE AGREEMENT


SUMMIT HOLDINGS, INC. [,]


A COLORADO CORPORATION


 


THIS FIRST SUPPLEMENT
TO STOCK PURCHASE AGREEMENT SUMMIT HOLDINGS, INC. [,] A COLORADO
CORPORATION, (hereinafter “First Supplement”) is made and entered into this 5th day
of June, 2013, by and between RON [ALD J.] RICHARDSON and JAY [V.] HARALSON (hereinafter jointly “Sellers”) ARMADA
WATER ASSETS, INC., a Nevada corporation, authorized to transact business in Colorado, (hereinafter “Buyer”), and SUMMIT
HOLDINGS, INC., a Colorado corporation, (hereinafter “Corporation”). Sellers,
Buyer and
Corporation are sometimes referred to individually as a “Party” and collectively as the “Parties.”


 


RECITALS:


 


A.          The Parties hereto
entered into a Stock Purchase Agreement Summit Holdings, Inc. [,] a Colorado corporation, on June 5, 2013, (hereinafter “Stock
Purchase Agreement”).


 


B.          Pursuant to
Section 12.03 of the Stock Purchase Agreement, that agreement may be supplemented in writing and is binding if executed by the
parties thereto in writing.


 


C.          The Parties hereto
freely enter into this First Supplement, full and adequate consideration being acknowledged by each Party by the Parties’s signatures
hereto.


 


NOW, THEREFORE, in consideration of the Stock
Purchase Agreement and this First Supplement hereto, its recitals, terms, conditions, benefits and burdens, the Parties agree as
follows:


 


1.          Buyer shall make
best efforts to obtain approval as necessary of its board of directors, stockholders and regulatory agencies within thirty (30)
days of the date of this First Supplement to issue stock certificates in the aggregate of Two Million Five Hundred Thousand Dollars
($2,500,000.00)
pro rata to each Seller with the number of shares determined based upon the IPO or, at the election of Sellers, shall deliver a
Promissory Note to each Seller payable pro rata to each Seller based upon percentage of ownership of shares at Closing Date, which,
in the aggregate, shall be Two Million Five Hundred Thousand Dollars ($2,500,000.00) payable over three (3) years, including interest
on the unpaid balance at four (4) percent per annum.


 


2.          This election of
Sellers is in addition to and not in lieu of any other provision contained in Section 1.02 of the Agreement of even date herewith.


 




    	 



    	 



    

 


3.          This First Supplement
fully incorporates each and every term and condition of the Stock Purchase Agreement not contrary to the terms and conditions herein
contained, as well as all exhibits attached thereto.


 


4.          The Parties hereto,
their representatives, officers, directors, employees and agents of all descriptions shall be bound to the terms and conditions
of this First Supplement.


 


IN WITNESS WHEREOF, the
Parties hereto have set their hands and seals the day and year first above written.




 





	Sellers	 	Buyer
	 	 	 
	 	 	ARMADA WATER ASSETS, INC.
	/s/ Jay
    [V.] Haralson	 	 
	Jay [V.] Haralson	 	By	/s/ Mitch
    Burroughs
		 	 	President
	/s/ Ron
    [ald J.] Richardson	 	 
	Ron [ald J.] Richardson	 	ATTEST:
	 	 	 
		 	/s/ Maarten
    Propper
		 	 	CEO


 


	Corporation	 	 
	 	 	 
	SUMMIT
    HOLDINGS, INC.	 	 
	 	 	 
	By	/s/
    Jay V. Haralson	 	 
	 	Jay V. Haralson, President 	 	 
	 	 	 
	ATTEST:	 	 
	 	 	 
	/s/
    Karen Vogel	 	 
	Karen Vogel, Secretary	 	 




 






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